MSTR

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026

STRATEGY INC

(Exact name of Registrant as Specified in Its Charter)

Delaware001-4250951-0323571 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

1850 Towers Crescent Plaza Tysons Corner, Virginia 22182 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: 703 848-8600 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered 10.00% Series A Perpetual Strife Preferred Stock, par value $0.001 per shareSTRFThe Nasdaq Global Select Market Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per shareSTRCThe Nasdaq Global Select Market 8.00% Series A Perpetual Strike Preferred Stock, par value $0.001 per shareSTRKThe Nasdaq Global Select Market 10.00% Series A Perpetual Stride Preferred Stock, par value $0.001 per shareSTRDThe Nasdaq Global Select Market Class A common stock, $0.001 par value per shareMSTRThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.                                             Results of Operations and Financial Condition. On February 5, 2026, Strategy Inc (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01.                                             Other Events. Updates to STRC Stock Dividend Adjustment Framework The Company today announced an update to its Dividend Adjustment Framework applicable to its Variable Rate Perpetual Stretch Preferred Stock ("STRC Stock"). The Company is updating its rules-based monthly dividend recommendation framework for STRC Stock to evaluate dividend rates each month using the volume-weighted average price ("VWAP") of STRC Stock for the month. The Company’s current intention, subject to change in its sole discretion, is to evaluate dividend rates each month using the VWAP of STRC Stock for the month, as follows: •Below $95.00: Recommend a dividend rate increase of 50 basis points or more for the next period. •$95.00 - $98.99: Recommend a dividend rate increase of 25 basis points or more for the next period. •$99.00 - $100.99: No change in the dividend rate is anticipated. However, management may use its discretion to recommend a minor increase or decrease of 25 basis points depending on prevailing market and capital conditions. •$101.00 and above: Recommend a dividend rate decrease of 25 basis points, or a larger decrease if one-month term SOFR interest rates declined during that month (in each case, subject to the cap on rate reductions described in the prospectus and certificate of designations for the STRC Stock), and/or a follo

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

STRATEGY INC

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42509

51-0323571

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1850 Towers Crescent Plaza

Tysons Corner, Virginia

22182

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 703 848-8600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

10.00% Series A Perpetual Strife Preferred Stock, par value $0.001 per share

STRF

The Nasdaq Global Select Market

Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share

STRC

The Nasdaq Global Select Market

8.00% Series A Perpetual Strike Preferred Stock, par value $0.001 per share

STRK

The Nasdaq Global Select Market

10.00% Series A Perpetual Stride Preferred Stock, par value $0.001 per share

STRD

The Nasdaq Global Select Market

Class A common stock, $0.001 par value per share

MSTR

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On October 30, 2025, Strategy Inc (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01.

Other Events.

Adjustment to Dividend Rate on Variable Rate Series A Perpetual Stretch Preferred Stock On October 30, 2025, the Company increased the regular dividend rate per annum on the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share (“STRC Stock”) from 10.25% to 10.50% effective for monthly periods commencing on or after November 1, 2025. The Company announced this new rate via its website, www.strategy.com/strc. Cash Dividend Declaration On October 30, 2025, the Company announced that its board of directors had declared the following cash dividend, payable on November 30, 2025 (or, if such day is not a business day, the next business day) to stockholders of record as of 5:00 p.m., New York City time, on November 15, 2025:

Preferred Stock

Ticker

Period

Cash Dividend Per Share

Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share

STRC

Month ended November 30, 2025

$0.875 (1)

(1)The cash dividend declared on STRC Stock for the month ending November 30, 2025 represents a per annum dividend rate of 10.50%.

ROC Dividend Guidance From a US federal income tax perspective, to the extent distributions on the Company’s various classes of equity are not treated as being made out of its accumulated or current earnings and profits, they will be treated generally as tax-deferred recovery of capital to the extent of the investor’s tax basis (in the case of a US investor) and will be treated as exempt from US dividend withholding tax (in the case of a non-US investor). The Company does not have any accumulated

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2025

STRATEGY INC

(Exact name of registrant as specified in its charter)

Delaware

001-42509

51-0323571

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1850 Towers Crescent Plaza Tysons Corner, Virginia

22182

(Address of principal executive offices)

(Zip Code) Registrant’s telephone number, including area code: (703) 848-8600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share

STRF

The Nasdaq Global Select Market

Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share

STRC

The Nasdaq Global Select Market

8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share

STRK

The Nasdaq Global Select Market

10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share

STRD

The Nasdaq Global Select Market

Class A common stock, $0.001 par value per share

MSTR

The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 6, 2025, Strategy Inc (“Strategy,” the “Company,” “we,” “us,” or “our”) provided information regarding its business as of and for the quarter ended September 30, 2025, including its capital markets activity, bitcoin acquisitions, capital structure and indebtedness, bitcoin holdings and financial statement impacts. This information is contained in Item 8.01 of this Current Report on Form 8-K.

Item 8.01 Other Events.

The financial information set forth in this Current Report on Form 8-K has been prepared by Strategy management. Strategy’s independent registered public accounting firm, KPMG LLP, has not audited or reviewed, and does not express an opinion with respect to, such financial information. On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock. See Note 2(a), Summary of Significant Accounting Policies – Basis of Presentation, to the Consolidated Financial Statements, in our Annual Report on Form 10-K for the year ended December 31, 2024 for further information. As a result of the stock split, all applicable share and per share information presented within this Current Report on Form 8-K has been retroactively adjusted to reflect the stock split for all periods presented.

I. ATM and BTC Update for the Period September 29, 2025 to October 5, 2025

ATM Update On October 6, 2025, Strategy announced updates with respect to its at-the-market (“ATM”) offering programs:

During Period September 29, 2025 to October 5, 2025

As of October 5, 2025

ATM Program Summary

Shares Sold

Notional Value (in millions) (1)

Net Proceeds (in millions) (2)

Available for Issuance and Sale (in millions)

STRF ATM

—

—

—

$ 1,718.8

$2.1 billion of 10.00% series A perpetual strife preferred stock, $0.001 par value per share, established May 22, 2025

STR